To Make a Princess Smile
by Alison Ocean
Summary: Missing scenes from the movie, from Will and Lilliana's perspectives. Within days of their first meeting, she's gotten under his skin. Despite her fear, she continues to be drawn to him like a port in a storm. And they continue to (literally) collide. **NOTE: This is a fanfic for the movie "Snow White: A Tale of Terror" (1997)


Lilli's head snapped up as she suddenly came awake. Her skull thudded against the stone column she was slumped against. She looked around to gather her bearings. The inside of the church was now dark as pitch and far away from her, near the front of the church, the fire had burnt down to nothing but glowing embers. The thick fur pelt she'd been sleeping under was missing, and her fingers and toes had gone numb with cold. She wiggled them until she felt the painful needle pricks of blood returning. Lilli peered into the blackness, looking for the fur and wondering what had woken her. The last thing she remembered was Lars, the eldest of the miners with whom she now found herself staying, telling her the horrors that each of the men had witnessed during the crusades. Some because they had fought in the king's army. Others, like himself and Will, because they had not. Lars had lost sight in one eye and, judging by the scar that the white-hot cross had left when it was branded upon his face, Will was fortunate to have not lost sight in his. Lars had said that Will's nightmares, though infrequent, were filled with fire and terrible death. He had been tied to a stake, and forced to watch as crusaders burned his family alive. Lilli remembered being unable to imagine living through such an experience; or whether she would even _want_ to live through it.

But Will had soon quieted, and Lars had returned to his pallet to sleep. She must have drifted off sometime after then.

Lilli stiffened when a sound echoed against the walls. A low, guttural whimper – it must have been what woke her. The whimper was followed by a desperate moan that abruptly broke off into silence. Her heart constricted in her chest at the sound. It seemed that Will's nightmares had returned for a second time tonight – and with a vengeance. She could hear the scrape of his boots on the stone floor as he flinched away from whatever hunted him in his sleep.

She tried to sleep through it, she truly did. She shifted first to one side, then to the other against the stone column. However the sounds of pain, combined with the biting cold, soon made sleep impossible. Moments or hours might have passed, before suddenly she found that she could bear it no longer. As the last whimper echoed in her raw ears, she rose shakily to her feet. Stumbling, using the cold walls as her guide, Lilli blindly made her way to the chancel of the small, dilapidated church. She didn't have to walk far, as she herself slept far away from the nave of the church, where the four other men were asleep around the fire pit. She stopped short when she caught sight of Will's sleeping pallet, which had been pulled nearly as far to the back of the shallow chancel as the walls allowed. It was easily ten degrees colder here, away from the warmth of the fire, and Lilli immediately wondered why a man would willingly choose to sleep in such a place. Then it occurred to her. He was sparing the others. He must know that he sometimes cried out in his sleep, and he did not wish to wake anyone. So he had sacrificed his own comfort for the comfort of his comrades. She guessed that the other men sleeping could not have heard much from him, sequestered as he was. She, herself, would not have heard his anguished sounds had she not been sleeping nearby.

The thought of such a selfless act, atop the selflessness that this man had already shown towards her, was like a warm summer flower blooming beneath her ribs. It gave her the courage to draw nearer, despite her lingering fear of him. Slowly, cautiously, inch by inch, she lowered herself to the floor near his head. She kept her back pressed against the wall. The moonlight shining through one of the ancient stained glass windows gave enough light for her to make out his features. He didn't seem nearly so terrifying in sleep as he did waking. He looked younger, and somehow vulnerable, despite the very apparent width of his shoulders and the strength of his jaw. Dark, wavy hair grew along his jawline and atop his head; it looked soft, and frequently appeared as if it had been tousled by the wind. She clenched her fingers tightly in her lap to keep from reaching out and stroking the ebony strands. If he woke, he would likely be furious to find her examining him. After all, he clearly hated her. Or at the least, he hated all that she represented in his eyes. Nobility, wealth, proper manners. All were marks against her, he'd made that abundantly clear. And now, knowing what she knew of his torments, she could not even blame him for his prejudices.

 _Will_. At least now she had a name to go with the emotions swirling inside of her like a summer storm. It fit him, she thought. Strong and sturdy, but soft on the edges. A name that inferred determination and steadiness, but also emotions that ran deep. Or perhaps she was just being fanciful. Her nurse and her father were forever chiding her for being too fanciful.

Will's brow suddenly furrowed and his breathing sped. His head jerked restlessly against the pallet and a low whimper vibrated in his throat. The mournful sound, now so close to her, made her stomach feel like it was being twisted. She could feel his anguish like it was her own, and the frantic desire to ease his suffering fluttered inside of her like a living thing. She didn't dare touch him – he frightened her far too much for that. But she inched closer along the wall, until she was as close to him as she could be without touching him. Her dark burgundy skirts brushed lightly against his hair when she folded her legs beneath her, and her hand rested on the ground mere inches from his face. Through lips gone dry with cold, she tried to make a gentle shushing sound. Her apprehension lodged the sound in her throat, and only a faint whisper of air escaped her lips. She swallowed hard and tried again.

" _Shhhhhhh…"_

Will groaned, and Lilli noticed the beads of sweat that had formed on his brow, despite the wintry air.

" _Shhhhhh…"_ She shushed him again. Suddenly, inspiration struck. Softly, keeping her voice barely above a whisper, Lilli began to sing.

" _There once was a man who travelled from D'orser_

 _Three rivers he cross'd in a row_

 _The dream in his heart to maketh a garden_

 _And watcheth his garden grow"_

Her voice shook and faltered in some places, and her eyes stayed fixed on Will's face, lest he wake and catch her. His eyes stayed closed however, and she thought she saw his breathing begin to slow. Cautiously, she continued.

" _There once was a maid as fair as the seaside_

 _Who knew only of ice and snow_

 _She longed for the warmth and green of a summer_

 _And a garden to watch grow"_

His brow was still furrowed, but the noise he made sounded more like a quiet murmur than a groan. Lilli whispered the last two verses.

" _Onwards they journed, through ferns and 'cross gullies_

 _Following the river's swift flow_

' _til they reached a land of emeralds and rubies_

 _Where gardens will always grow_

 _"Yon are the grass hills with rosy red poppies_

 _Where the setting sun always hangs low_

 _But me and my love will live there together_

 _And watcheth our garden grow"_

Lilli murmured the lullaby again. By the time she'd finished the final verse, Will's breathing was easy. His forehead was smooth, and he was still. Whatever nightmare had held him was passed, and she felt poignant relief that he had not woken. Emboldened by the fact, she tentatively reached out her hand. Her fingers trembled as she gingerly stroked the hair from his forehead. When he didn't stir, she did it again, gently combing the tousled strands back. Will let out a deep sigh, his warm breath whispering against the bare skin of her forearm. Lilli's fingers froze and she held her breath. She could feel her pulse pounding against her breastbone and prayed that her hand remain steady. A moment passed, and he did not stir. Slowly exhaling, she warily withdrew her hand, only to lower it to his jawline. Unable to resist, she lightly stroked the hair on his jaw with the backs of her knuckles. She savored the feel of the smooth, tickling strands that rested just above warm, tawny skin. She couldn't help but notice how her pale skin differed greatly from his tanned complexion. But the contrast was pleasant rather than jarring. His dark complimented her light, and likewise.

She now regretted calling him a savage. It had been a rude and careless remark, intended to antagonize him. Not that he had not made many such remarks to her already – calling her "princess", treating her like an ignorant child, and goading her until she itched to strike him. But seeing him now, so close, he seemed no more a savage than the forest around them. Wild and certainly unkempt, with a fierceness that often frightened her. But also beautiful and strong. She remembered when the mine had collapsed around them; the feel of his sinewy arms, as sturdy and protective as tree boughs, gripping her tight and sheltering her from the falling rocks. No man had ever had leave to hold her so close, not in all her life. Under less desperate circumstances, it would have been highly improper.

Lilli's wandering thoughts broke off as she yawned. A glance at the dark window pane told her that there were many hours yet until dawn. With more than a little reluctance, she dropped her hand and quietly stretched out on the floor, so that she was lying in the generous gap between the pallet and the wall. It felt much safer to risk sleeping near to Will than to risk sleeping near to the other men, greater warmth or not. Nevertheless, she pressed her body flush against the wall, putting as much of the stone floor between them as possible. This was done out of propriety as much as fear. She could still feel a glimmer of body heat emanating from where Will lay, though the flagstones felt like ice beneath her. She wished she had her own pallet to sleep on. She also wished she knew where the fur pelt had disappeared to. She noticed a dark pile of fabric near Will's boots and reached for it, holding her breath when she moved close to him and only releasing it once she was safely back against the wall. It was a thin wool blanket. He must have kicked it off while thrashing about. Lilli eyed Will. His coat and boots were lined with fleece and he looked warm enough. She wrapped the thin covering around her shoulders. The blanket did little to dull the sting of the cold, but it was better than nothing. She shuddered and curled into a ball on her side, squeezing her eyes shut. The only sound in their corner of the church was that of Will's deep breathing. It was oddly soothing to her, and she listened intently until her body finally relaxed and she drifted off into darkness.

* * *

Will's eyes blinked open slowly. The church's high vaulted ceiling stared down at him in the thin gray light of dawn. An unfamiliar weight was resting on his left arm. He turned his head, and barely avoided banging his chin against Lilli's forehead. _What in seven hells…_

Her sweet form was hugging his left side like a vine of ivy. Her legs were bent, and he could feel her knees digging into the side of his thigh. Both of her hands were wrapped around his bicep as if to hold him against her, and her cheek was pillowed on his shoulder.

What was she doing here? Will recalled last night's events in his head, trying to remember her lying down beside him at any point, or even coming near him on her own, for that matter. Hell, the last time they'd spoken was when she'd called him a savage, and he'd responded by grabbing her throat and pinning her against a stone pillar. He wasn't sure he'd ever forget the look in her eyes when he'd done that. He had never intended to hurt her, just prove a point. In the moment, his anger had made sense. How dare she presume to know him? How dare she defend the bastards who had ripped his former life away from him like it was nothing? How dare she call him a savage, act like _he_ was the wild animal, not the men who murdered innocents for sport?

Remembering his actions later, he'd felt sick with himself. What did she know of the injustices he'd experienced? Nothing. He had no right to take his anger out on her. It was like he had taken a bullwhip to a yearling, only it was worse, because it was her. Despite her brave words, she had trembled like a leaf under his hands when he grabbed her. Her eyes had glossed with tears, even as she lifted her chin haughtily and demanded he let her go. The tremor of terror in her voice was what had brought him to his senses, as effective as if someone had dumped a bucket of cold water over his head.

She had made a point to avoid him for the rest of the day, only occasionally turning those clear blue eyes on him when she thought he wasn't looking. And yet, here she was. Half-sharing his bed.

Even as he was trying to figure it out, a small shiver coursed through her and she restlessly burrowed closer to him, this time lifting one of her legs and hooking it over his. _Sweet Christ._ She felt warm and soft as a kitten pressed against him, and he could feel the fullness of one firm breast resting against his arm. Her cheek nuzzled against the sheepskin of his coat, and her warm breath tickled the sensitive skin under his chin with each sleepy exhale. Fighting earthly desires he hadn't known he still possessed, and with a steady stream of curses running through his head, Will began to gently disentangle himself from Frederick Hoffman's daughter. He moved his leg out from under hers, then cradled her head with one hand while slowly easing his shoulder out from beneath her cheek. Once her head was resting on the pallet, all that remained was to deftly pry her fingers off of his arm and he was free.

"Well, she sure has taken a shine to you."

Will's head whipped around to see Scar sitting in a corner, whittling a branch and grinning hugely. He'd clearly been there for some time. Will shook his head and rolled his eyes before pulling away from her and standing. As soon as he moved off the pallet Lilli wiggled towards the center of it. She snuggled into the heat left over from his body and curled into a tighter ball. Will frowned as he looked down at her. Hadn't she been wrapped in a fur last night? Now all she had around her shoulders was his wool blanket – which was more useful as a dishrag than as a blanket, he knew from experience.

"I'm curious – what's it like being courted by a princess?" Scar chirped.

"Shut up." Will muttered as he looked around the room. He finally spied Lilli's fur pelt, stretched over a sleeping Bart. Without hesitating, Will strode over and yanked it off his thick shoulders. The large man didn't even twitch. He held up the fur and glared at Scar.

"What? She looked plenty warm!" His voice was cheery and unruffled.

Will shot him a withering look, then stepped back over to Lilli. He knelt and laid the warm pelt over her, then tucked it in around her shoulders and hips, maybe a little more roughly than he intended. She made a grumbling sound in her throat and a little crease formed between her eyebrows. He'd be lying to say it wasn't an adorable expression. He smiled indulgently before catching himself and pressing his lips back into a straight line. She twitched restlessly for a moment, then relaxed into the new warmth. Good. Maybe she'd sleep another hour or two without shivering. He'd see that she had his pallet to sleep on tonight. Haughty princess or not, she deserved better than a cold stone floor. He lingered there, and his eyes hungrily traced the curves of her face – the only part of her not hidden by the pelt. Gods, she was pretty. He couldn't have denied that, even from their first meeting. Her smooth skin glowed like a pearl in the dim light, her pink lips and long dark lashes stood out in contrast to her pale cheeks. But there was more to her than appearances. Reluctant as he was to admit it, there was an inner beauty, an innocence, an unshakeable strength of character about her that intrigued him. If he wasn't cautious, he could see himself being pulled in over his head by those big blue eyes, as countless other suitors surely had before him. But he wasn't like them; he existed in a world that her kind never touched. One step too close and, like a moth to a flame, he would burn. But despite that…despite everything…he wanted... Maybe that was just it. After existing for so long on only memories…after denying every single impulse that craved something more from this life than he was willing to gamble…he _wanted_. He _longed_. One look at her, and wordless desires and fears swelled to the surface as if they would drown him.

"You gonna kiss her or what?" Scar hooted.

Will's spine stiffened and he stood, glaring. "I said," he growled, " _shut up_."

* * *

 **Hi all! I will be adding new scenes (chapters) as I write them, so stay tuned. Please enjoy the fluff, and remember to review! :)**


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